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1 DALAM MAHKAMAH RAYUAN MALAYSIA DI PUTRAJAYA (BIDANG KUASA RAYUAN) RAYUAN SIVIL NO.: B-02(NCVC)(W)-179-02/2024
B-02(NCvC)(W)-179-02/2024
Court of Appeal of Malaysia3 Feb 2026
The written judgment as the court issued it, with the coram, case number, and source links. Every paragraph has its own anchor.
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“39. In essence, the Appellants’ case was that the SPA was an illegal moneylending transaction and was void under the Moneylenders Act 1951, section 17A and the Contracts Act 1950, section 24.”
“been well placed to give evidence on the alleged loan and its terms, but were not called as witnesses. His Lordship, however, declined to draw any adverse inferences pursuant to section 114(g) of the Evidence Act 1950, as he took it that the 2nd and 3rd Appellants’ evidence would have been the same as the 10th Appellan”
“83. While there was clear evidence of breaches of the Legal Profession Act 1976 by Vasantha who was struck off the roll of advocates and solicitors on 23 October 2009 on an unrelated matter which the Appellants labelled as irrelevant, the LTJ was entitled not to accept Vasantha’”
“39. In essence, the Appellants’ case was that the SPA was an illegal moneylending transaction and was void under the Moneylenders Act 1951, section 17A and the Contracts Act 1950, section 24.”
“st the 6th and 7th Defendants who were not made respondents in the appeal. The Appellants no longer seek to set aside the registration of title and interest in the Land pursuant to section 340 of the National Land Code. They consider that a bridge too far.”
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1 DALAM MAHKAMAH RAYUAN MALAYSIA DI PUTRAJAYA (BIDANG KUASA RAYUAN) RAYUAN SIVIL NO.: B-02(NCVC)(W)-179-02/2024
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ZAHARAH BINTI ABDULLAH @ WOON SEE MOI
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AMIR SHAH BIN ABU BAKAR (Semua Perayu sebagai Benefisiari kepada Harta Pusaka Abu Bakar Bin Habib Khan, Si Mati dan juga untuk Perayu Kedua dan Ketiga sebagai Pentadbir Si Mati) …PERAYU-PERAYU
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THUNDER HEIGHTS SDN BHD
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F.K. CAPITAL BERHAD (NO. SYARIKAT: 585257-M) 09/02/2026 14:29:07
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TAI FOOK HOY
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FOONG CHENG BAN
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FONG CHEE KANG (NO.K/P: 860810-56-5047) …RESPONDEN-RESPONDEN [Dalam Perkara Mengenai Mahkamah Tinggi Malaya di Shah Alam (Bahagian Sivil)
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Norrisah Binti Abu Bakar 2. Mansor Bin Abu Bakar 3. Zaharah Binti Abdullah @ Woon See Moi 4. Zaliha Binti Abu Bakar 5. Hamidah Binti Abu Bakar 6. Noriah Binti Abu Bakar 7. Rogiah Binti Abu Bakar 8. Sani Bin Abu Bakar 9. Norhasinah Binti Abu Bakar 10. Aziz Shah Bin Abu Bakar 11. Amir Shah Bin Abu Bakar (Semua Perayu sebagai Benefisiari kepada Harta Pusaka Abu Bakar Bin Habib Khan, Si Mati dan juga untuk Perayu Kedua dan Ketiga sebagai Pentadbir Si Mati) …Plaintif-Plaintif
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Thunder Heights Sdn Bhd (No. Syarikat: 815883-T)
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F.K. Capital Berhad (No. Syarikat: 585257-M)
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Tai Fook Hoy (No.K/P: 660621-10-6419)
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Foong Cheng Ban (No.K/P: 540516-08-6085)
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Fong Chee Kang (No.K/P: 860810-56-5047)
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MSB Holdings Sdn Bhd (No. Syarikat: 80497-T)
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CIMB Islamic Bank Berhad (No. Syarikat: 671380-H) …Defendan-Defendan] CORAM: MOHAMED ZAINI BIN MAZLAN, JCA LIM HOCK LENG, JCA AMARJEET SINGH A/L SERJIT SINGH, HCJ
1
The appeal is against the decision of the High Court at Shah Alam delivered on 29 December 2023, whereby the Appellants’ action, for, inter alia, the setting aside of the registration and subsequent sale of a parcel of land held under Grant No. 18602, Lot No. 4087, Mukim Sungai Buloh, Daerah Petaling, Selangor Darul Ehsan (“the Land”) and an order for assessment of damages, was dismissed with total costs of RM120,000.00, following a protracted trial.
2
In the High Court, the Appellants unsuccessfully asserted that the sale and purchase agreement (“SPA”) dated 15 July 2008 which they had executed with the 1st Respondent was a sham agreement camouflaging an illegal moneylending transaction.
3
For context and in order to appreciate the arguments raised by both sides, it is necessary to describe the parties and the historical backdrop in some detail.
4
The original proprietor of the Land was one Abu Bakar bin Habib Khan who passed away on 21 December 1988.
5
Before he passed away, the late Abu Bakar gave a power of attorney to one Azemin bin Zakaria who executed a lease over the Land for a period of 30 years in favour of Petronas Dagangan Berhad (“Petronas Dagangan”).
6
After Abu Bakar passed away, a dispute arose between the Appellants and Petronas Dagangan. The dispute led to a writ action initiated by the administrators of the deceased’s estate vide MTI-22-1187-2007. Eventually, the lease was terminated and the dispute was settled in March 2008.
7
In that dispute, the beneficiaries were legally represented by one Vasantha Amarasekera of Messrs Amara & Ho who were to feature prominently in the events to unfold. The Parties, the SPA and TA
8
The 1st to 11th Appellants are the beneficiaries of the estate of the late Abu Bakar.
9
The 2nd and 3rd Appellant are the administrators of the estate appointed since 1990 by an order of the High Court, but only registered as such on 19 March 2008.
10
The 5th Appellant was adjudged a bankrupt on 5 December 2016. She remains an undischarged bankrupt. The Respondents argued that her appeal is incompetent.
11
After the settlement with Petronas Dagangan, the Appellants wanted to lease out the Land. They say that in order to do so, they had to convert the permitted use of the Land from agriculture to commercial use. The process would involve a lot of money which they did not have, for the legal tussle with Petronas Dagangan had left them short of funds.
12
It was in such circumstances that one Chua Jeam Datt (“Chua”), a clerk from Messrs Amara & Ho, was said to have arranged a loan from the 2nd Respondent, a licensed moneylender.
13
It is the Appellants’ case that the Land was used as security for a loan of RM 1 million, and the SPA was executed with the 1st Respondent (a company incorporated a few weeks before the SPA) to camouflage the real transaction.
14
On the same day that the SPA was executed between the Appellants and the 1st Respondent - 15 July 2008 – the Appellants’ solicitors, Messrs Amara & Ho, entered into a tenancy agreement with the 1st Respondent for one year.
15
The 3rd Respondent is a shareholder and director in the 1st Respondent. He is also an employee of the 2nd Respondent.
16
While the trial was going on, the Appellants found out that the Land had been sold and transferred to MSB Holdings Sdn Bhd through an option agreement dated 18 December 2013. The Land was sold for RM4.4 million, and charged to CIMB Bank Berhad.
17
The Appellants amended their writ action to name the 1st Respondent’s directors as the 4th and 5th Defendants (now the 4th and 5th Respondents). They also included the subsequent purchaser and the chargee bank as the 6th and 7th Defendants.
18
Further, the Appellants initiated contempt proceedings against the 1st Respondents and its directors, the 4th and 5th Respondents.
19
The High Court found that the 1st and 4th Respondents had perverted the course of justice by transferring the Land while the trial was going on.
20
The 1st and 4th Respondents appealed. The Court of Appeal allowed their appeal. It was of the view that the 1st Respondent, as the registered proprietor of the Land, had the right to sell the property Land to the 6th Respondent in the absence of a prohibitory injunction.
21
The contempt proceedings thus came to naught. While the Respondents relied on the outcome to argue that there was no fraud in the subsequent sale to the 6th Respondent, it is to be noted that the Court of Appeal ordered the core issue - as to whether the SPA was a sham transaction - to be determined at trial.
22
After the High Court had handed down its decision, the Appellants abandoned their claim against the 6th and 7th Defendants who were not made respondents in the appeal. The Appellants no longer seek to set aside the registration of title and interest in the Land pursuant to section 340 of the National Land Code. They consider that a bridge too far.
23
Instead, for the purposes of the appeal at hand, they seek an order for assessment of damages against the 1st to 5th Respondents for the loss of the Land due to an illegal moneylending transaction dressed up as a SPA and TA.
24
A court sitting in an appellate capacity will only intervene if the impugned decision is plainly wrong, and is one that no reasonable judge could have reached. See Tengku Dato’ Ibrahim Petra Tengku Indra Petra Perdana Bhd & Anor Appeal [2018] 2 CLJ 641 where the Federal Court cited the decision in Henderson v. Foxworth Investments Ltd and Another [2014] 1 WLR 2600 with approval. See also Gan Yook Chin & Anor v Lee Ing Chin @ Lee Teck Seng & Ors [2005]
25
We are mindful that an appellate court ought not to substitute the decision of the court below with its own decision unless the decision appealed against is plainly wrong. See Ng Hoo Kui & Anor v Wendy Tan Lee Peng (administratrix for the estate of Tan Ewe Kwang, deceased) & Ors [2020] 12 MLJ 67; [2020] 10 CLJ 1.
26
As held by the Federal Court in Rasidin bin Partorjo v Frederick Kiai [1976] 2 MLJ 214, an appellate court “starts with the working presumption that the decision appealed against is right in every respect.”
27
The Appellants identified various features of the SPA and the TA as unusual. They complained that these unusual features were not accorded judicial appreciation by the High Court.
28
Off the bat, the Appellants pointed to the undisputed fact that:
i
on 15 July 2008, the same day that they signed the SPA with the 1st Respondent,
II
(ii) their solicitors, Messrs Amara & Ho, signed the TA with the 1st Respondent.
29
The thrust in the Appellants’ argument is that the SPA and TA were sham agreements to hide the monthly payment of interest at 10% per month as rental in the sum of RM80,000.00 to the 2nd Respondent (a licensed moneylender) and a monthly payment of RM20,000.00 to the 3rd Respondent as commission.
30
In other words, the total monthly payment of RM100,000.00 represented 10% interest per month, or an annualised rate of 120%.
31
The Appellants urged this court to look beyond the SPA and TA, and to hold that these documents do not create the legal rights and obligations which they give the appearance of creating. See Snook v London and West Riding Investments Ltd [1967] 2
32
Second, the Appellants drew attention to the RM 200,000.00 deposit which was redirected by remittance of a sum of RM 175,000.00 to the 2nd Respondent (the licensed moneylender) and a sum of RM 20,000.00 to the 3rd Respondent. The balance of RM 5,000.00 went to the Appellants’ solicitors, Messrs Amara & Ho, for their expenses.
33
Third, the Appellants argue that the balance of the purchase price in the sum of RM 800,000.00 was never transferred to them although it was remitted to Messrs Amara & Ho which was used to service the monthly interest of RM100,000.00 disguised as interest.
34
Fourth, the purported purchase price of RM 1 million was well below market value, bearing in mind that the Petaling District Land Office had valued the Land at RM 1.38 million some 18 years before the SPA.
35
A few weeks before the SPA was executed, the Appellants were on the verge of selling the Land to Strategic City Sdn Bhd (“Strategic City”) for RM 1.6 million.
36
Subsequently, in 2013, the 1st Respondent sold the Land to the 6th Respondent for RM 4.4 million.
37
Fifth, the Appellants highlighted the other unusual features such as the release of the original title deed for the Land to the 1st Respondent’s solicitors (Messrs Onn & Partners) before any payment was made under the SPA, and the stamp duty for the SPA was borne by the Appellants as vendors although it is conventionally the purchaser (the 1st Respondent in this case) who would pick up the tab for the stamp duty.
38
The Appellants cited Global Globe Property (Melawati) Sdn Bhd v Jangka Prestasi Sdn Bhd [2020] 6 MLJ 333 where the Court of Appeal held: “When confronted with two versions, one by the plaintiff saying that it is an ordinary sale and purchase transaction and another by the defendant saying it is a sham sale and purchase agreement meant only as a collateral to the moneylending transaction, the court would have to comb the evidence carefully to see if there are gaps that could not be explained away in the sale and purchase transaction and unusual features that will militate against a genuine sale and purchase transaction as well as the conduct of the parties.”
39
In essence, the Appellants’ case was that the SPA was an illegal moneylending transaction and was void under the Moneylenders Act 1951, section 17A and the Contracts Act 1950, section 24.
40
They contended that, following the decision of the Federal Court in Triple Zest Trading & Supplies & Ors v Applied Business Technologies Sdn Bhd [2023] 10 CLJ 187, any agreement in contravention of the Moneylenders Act 1951 is void ab initio.
41
Section 17A(1) provides that “the interest for a secured loan shall not exceed twelve per centum per annum and the interest for an unsecured loan shall not exceed eighteen per centum per annum.”
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Section 17A(3) goes on to provide that a moneylending agreement which imposes an interest rate in excess of the limits prescribed shall be void and unenforceable.
43
As for section 24 of the Contracts Act 1950, it provides: “The consideration or object of an agreement is lawful, unless-
a
it is forbidden by a law;
b
it is of such a nature that, if permitted, it would defeat any law;
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it is fraudulent;
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it involves or implies injury to the person or property of another; or
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the court regards it as immoral, or opposed to public policy. In each of the above cases, the consideration or object of an agreement is said to be unlawful. Every agreement of which the object or consideration is unlawful is void.”
44
The Respondents took the position that the SPA and TA were legitimate commercial transactions.
45
They did not dispute that the 1st Respondent was incorporated just before the SPA was signed on 15 July 2008. They explained that as such, it did not have any bank account or staff then. Thus, the 2nd Respondent came into the picture as a “collection agent” to receive rental on behalf of the 1st Respondent.
46
They also explained that the 1st Respondent had entrusted the task of overseeing the application for the change of use for the Land, from agricultural purposes to commercial use.
47
The 4th Respondent Foong Cheng Ban (a director of the 1st Respondent) gave evidence that the 2nd Respondent was to collect rental or funds which were to be used to pay for the land conversion process.
48
As for the TA, the Respondents contended that Vasantha was entitled to obtain and use a one-year lease as an opportunity to act for the 1st Respondent to proposition petroleum companies to participate in a Dealer Owned Dealer Operated (“DODO”) scheme on the Land.
49
The Respondents asserted that the TA also clothed Vasantha and his firm with authority to deal with the Land Office, and others on behalf of the 1st Respondent.
50
In support, they highlighted a letter from Messrs Amara & Ho dated 25 February 2009 to Exxon Mobil Malaysia Sdn Bhd where the law firm negotiated on behalf of the 1st Respondent in relation to the ESSO DODO scheme. They also highlighted a letter from Exxon Mobil Malaysia Sdn Bhd dated 27 February 2009 to the 1st Respondent regarding the said scheme. There were other correspondences they adduced as evidence of Messrs Amara & Ho acting for them, in furtherance of commercial purposes.
51
The Respondents pointed out that in 2010, the Appellants had sued Vasantha and his firm Messrs Amara & Ho for the purchase price which they alleged their solicitors had received from the 1st Respondent, but failed to remit the RM 200,000.00 deposit and RM 800,000.00 balance purchase price to them.
52
The Respondents’ argument was that the evidence clearly showed that the whole purchase price was paid to the Appellants’ solicitors. Payment was made through the 1st Respondent’s solicitors, Messrs Onn & Partners. Evidence of CIMB Islamic Bank cheque no. 209501 dated 15 July 2008 for the sum of RM 200, 000.00 and CIMB Islamic Bank cheque no. 209502 dated 14 November 2008 for the sum of RM 800,000.00 was adduced.
53
The Respondents argued that if there was any fraud at all, it was Vasantha (the star witness for the Appellants at the trial) who was the rogue. Full payment had been made, and he did not forward any part of it to the beneficiaries of the estate.
54
Vasantha had also caused the 1st Respondent to instruct the 2nd Respondent to remit RM623,000.00 to Messrs Amara & Ho for the land use conversion process.
55
Vasantha could only testify that he had no personal knowledge of whether the funds were actually deposited into the firm’s client account, while admitting that his fugitive clerk Chua had total control over entire pre-signed cheque books.
56
On 19 July 2010, judgment was entered against Vasantha and his firm who did not put up a defence. By that time, he had been struck off the rolls of advocates and solicitors.
57
Further, by suing for the proceeds of the sale, the Appellants must, it was argued, be taken to have acknowledged that there had been a genuine SPA. In the upshot, the Appellants were barred by the doctrine of res judicata from questioning the genuineness of the SPA.
58
Moreover, the Respondents argued that the SPA reflected the Appellants’ consistent intention to sell the Land, given that the 2nd and 3rd Appellants as administrators had applied for an Order for Sale of the Land to Strategic City for RM 1.6 million, so that the proceeds could be distributed among the beneficiaries.
59
The application vide Originating Summons was filed on 23 May 2008.
60
The Order for Sale was granted on 26 May 2008.
61
The deal did not go through. The sale was terminated on 17 June 2008.
62
The Respondents submitted that this Order validated the subsequent SPA with the 1st Respondent dated 15 July 2008.
63
In rebuttal, the Appellants contended that an Order for a genuine sale could not be used to validate a different transaction, what more one with a different entity which is an illegal moneylending transaction.
64
A perusal of the Order for Sale that was granted shows that the sale of the Land is not restricted to Strategic City, and the SPA contains a clause which states: “The Vendors have obtained a Court Order dated 26.05.2008 from the High Court of Shah Alam empowering them to sell the Land and to distribute the proceeds of sale to the beneficiaries.” The High Court’s Findings, and Analysis of the Findings
65
The High Court’s acceptance of the SPA as a genuine transaction was premised on, among other factors, an absence of any contemporaneous or supporting loan documentation, viz, no loan agreement, loan application, repayment schedule, or accounting records.
66
In the words of the learned trial judge (“LTJ”): “Bagi kes yang dibicarakan ini, saya tidak dapat menerima keterangan SP1 dan Vasanta bahawa terdapat pinjaman dari Defendan 2 kepada Pihak Plaintif bertujuan untuk digunakan bagi permohonan menukar kategori kegunaan tanah. Tiada dokumen dikemukakan untuk menunjukkan
w
(w)ujudnya pinjaman tersebut. Dengan jumlah pinjaman tersebut yang besar, bayaran faedah bulanan, yang tinggi berlaku masalah undang-undang dengan PBD sebelum ini, saya berpendapat adalah tidak munasabah bahawa tidak terdapat langsung dokumen-dokumen berkaitan dengannya disediakan.”
67
It was not just an absence of documentary proof of an illegal moneylending transaction that the LTJ took into account.
68
The LTJ evaluated what the Appellants described as unusual features, including what was alleged to be a purchase price allegedly well below the market value.
69
The purchase price of RM1 million was considered by the LTJ against the backdrop of the legal tussle with Petronas Dagangan and the failed sale to Strategic City Sdn Bhd, as well as the costs associated with the conversion process relating to the permitted use of the Land from agricultural to commercial.
70
The 2nd Respondent led evidence of a remittance of RM623,000.00 to Messrs Amara & Ho for alleged conversion fees and expenses. It may be added that the premium imposed by the Petaling Land Office was a shade over RM2 million in
2015
Whatever the actual costs may be, there is no dispute that a huge amount of money was required to convert the permitted use of the Land.
71
Without the conversion from agricultural use to commercial use, the Land was merely used as a store.
72
Notably, the Appellants were short of funds and wanted a swift sale.
73
The LTJ took into account the history of the Land, the high costs of changing the permitted use of the Land, the difficulty in finding a buyer, and the willing buyer-willing seller scenario. His Lordship also noted that the quota for Mobil and Exxon to have petrol stations in the area had been exhausted.
74
When all these factors are considered, the LTJ cannot be faulted for holding that the purchase price was reasonable, and not unusually low.
75
It was also held that the other “unusual” features - such as the handing over of the title deed before payment, and the obligation of the Appellants to pay the stamp duty instead of the 1st Respondent as the purchaser – were not such that one would conclude that the SPA is a sham.
76
The LTJ was mindful of the Appellants’ primary argument premised on the fact that both the SPA and the TA were executed on 15 July 2008, and the allegations on how the deposit was used to pay monthly interest at the rate of RM100,000.00 per month. There was also the issue of why the 2nd Respondent, a licenced moneylender, came into the picture.
77
The Respondents’ evidence was that since the 1st Respondent was newly incorporated and did not have a bank account and staff, the 2nd Defendant collected the rental on its behalf.
78
From the RM100,000.00 monthly rental, RM80,000 was retained by it to deal with the expenses for the use of land conversion process. The balance RM20,000.00 would go to the 3rd Respondent each month towards paying his RM300,000.00 commission for making the sale transaction materialise.
79
Turning now to the question why a law firm would rent agricultural land at RM100,000.00 per month (which learned counsel for the Appellants had colourfully described as the elephant in the room), the Respondents’ explanation was that Vasantha was wheeling and dealing in negotiating with petroleum companies (which he continued doing long after the TA) on behalf of the 1st Respondent.
80
It would later emerge that this gave Vasantha the opportunity to ask for monies for the costly conversion process, which the 1st Respondent did provide through the 2nd Respondent.
81
It may be said that the provision of funds through the 2nd Respondent lends support to the Respondents’ narrative on the role of the 2nd Respondent as collection agent and to oversee the conversion of the permitted land use.
82
Whether or not the explanations are entirely convincing, the Appellants’ intention to sell the Land is clear from the Order for Sale which was obtained on 26 May 2008 less than 2 months before the SPA was executed on 15 July 2008 by the 2nd and 3rd Appellants as administrators.
83
While there was clear evidence of breaches of the Legal Profession Act 1976 by Vasantha who was struck off the roll of advocates and solicitors on 23 October 2009 on an unrelated matter which the Appellants labelled as irrelevant, the LTJ was entitled not to accept Vasantha’s testimony that there was an illegal moneylending transaction behind the façade of the SPA and TA.
84
Importantly, on 19 July 2010, the 2nd and 3rd Appellants had taken out a writ action against the 1st Respondent, Messrs Amara & Ho, and Vasantha premised on fraud, conspiracy and breach of trust.
85
The Appellants averred that in February 2009, they discovered the Land had been transferred to the 1st Respondent, though the sale proceeds were yet to be received
86
They entered judgment against Messrs Amara & Ho, and Vasantha who did not defend the action.
87
However, the 2nd and 3rd Appellants’ action against the 1st Respondent was struck out on 1 April 2011 under Order 18, rule 19 of the Rules of Court 2012, with costs of RM3,000.00, because the 1st Respondent had made full payment of the purchase price of RM1 million.
88
Returning to the action filed in 2014, the LTJ was of the view that it was not res judicata as Vasantha and his law firm were not parties in the 2014 action, and the causes of action in the two sets of proceedings were different.
89
Nonetheless, the LTJ was of the view that the Appellants’ 2010 suit was indicative of a genuine SPA.
90
His Lordship referred to paragraph 7 of the Statement of Claim. It was pleaded that clause 2.2 of the SPA requires the balance purchase price of RM800,000.00 to be paid to Messrs Amara & Ho as solicitors for the Appellants and as stakeholders.
91
It was also pleaded that the said sum was believed to have been paid to Messrs Amara & Ho and Vasantha.
92
As mentioned earlier, the purchase price was in fact fully settled through the 1st Respondent’s solicitors, Meers Onn & Partners, to the Appellants’ solicitors, Messrs Amara & Tan, as stakeholders. The cheques were dated 15 July 2008, and 14 November 2008. The 1st Respondent’s obligations under the SPA had been discharged, and the purchase price had to be released by Messrs Amara & Ho who were the stakeholders but the solicitors-stakeholders did not do so.
93
The Statement of Claim filed in 2010 does not even suggest that the SPA is a sham for a moneylending transaction.
94
The LTJ observed that the 2nd and 3rd Appellants who executed the alleged sham SPA would have been well placed to give evidence on the alleged loan and its terms, but were not called as witnesses. His Lordship, however, declined to draw any adverse inferences pursuant to section 114(g) of the Evidence Act 1950, as he took it that the 2nd and 3rd Appellants’ evidence would have been the same as the 10th Appellant (SP1).
95
It may be added that without providing a satisfactory explanation from the 2nd and 3rd Appellants as to why they did not sue in 2010 to set aside the transfer on the basis of an illegal moneylending exercise but only did so in 2014, the Appellants did themselves a disservice.
96
In the absence of any satisfactory explanation by the 2nd and 3rd Appellants, the logical conclusion is that since the 2010 suit was premised on torts which related to the non-payment of the purchase price, the SPA is a genuine transaction.
97
If the SPA was a sham transaction for an illegal loan that was taken out, the Appellants can scarcely be heard to say they did not know of its nature in 2008, or in 2010 when their complaint in court proceedings rested on non-payment under the SPA.
98
In fact, the 10th Appellant who was the sole beneficiary to testify (as SP1) at the trial of the 2014 action had affirmed an affidavit on 15 December 2010, where he averred vide paragraph 3: “Melalui suatu perjanjian jual beli bertarikh 15.7.2008 Plaintif-Plaintif telah menjual Hartanah tersebut kepada Defendan Pertama pada harga RM1,000,000.00 dan dengan terma-terma yang terkandung di dalam perjanjian tersebut…”
99
In that affidavit, the TA was raised as evidence of a conspiracy to avoid payment for the Land, with no mention of an illegal loan.
100
While the LTJ did not deal with the case of Triple Zest (supra) which was relied upon by the Appellants, it was for good reason. The decision in that case turned on facts that are materially different. There, the loan agreement included a provision for “guaranteed profit.”
101
Moving on to the next point, the 2nd Respondent had - on the instructions of the 1st Respondent - remitted the sum of RM623,000.00 to Messrs Amara & Ho to pay for the costs to convert the use of the Land from agricultural use to commercial use.
102
While Vasantha testified that he did not know whether the funds were deposited into the firm’s client account because his fugitive clerk had absolute control over the firm’s accounts and ledgers, the pertinent Maybank remittance slip – together with the application for remittance form - was produced in evidence.
103
On the evidence, the LTJ correctly formed the view that the Appellants were victims of their lawyer Vasantha and the fugitive law clerk Chua, as much as the 1st Respondent was.
104
For the reasons given, we find that the LTJ cannot be said to be plainly wrong in concluding that the SPA was a genuine transaction, and the Appellants were the victims of Vasantha, his law firm and the legal clerk.
105
The appeal by the 5th Appellant who is an undischarged bankrupt is incompetent. The appeal by the other Appellants is dismissed with costs of RM80,000.00 subject to payment of the allocatur fees.
106
The decision of the High Court is affirmed. Dated the 4th day of February 2026 Counsel for the Appellants
1
Alex Nandaseri De Silva.
2
Allan Ng 3. Tirasak Chiranakorin Chua (Messrs. Bodipalar & Partners) Counsel for the Respondents
1
Cedric Nigel Miranda 2. Thulasi Devadas (Messrs. Cedric Miranda & Co)
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